Direct Communication Solutions, Inc. — Proxy Solicitation & Information Statement 2025

Nov 15, 2025

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of DIRECT COMMUNICATION SOLUTIONS, INC. (“Direct Communication” or the “Company”) will be held at 17150 Via Del Campo #200, San Diego, CA USA, on December 8, 2025, at 10:00 a.m. (Pacific Time) for the following purposes:

(a) to receive the audited financial statements of the Company for the financial year ended December 31, 2024, together with the auditor’s reports thereon;

(b) to fix number of directors at three (3);

(c) to elect directors for the ensuing year;

(d) to appoint Davidson & Company LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;

(e) to consider, and, if thought advisable, to pass a special resolution on a disinterested basis with Mike Yao Zhou abstaining that:

1. The Articles of Incorporation of the Company dated April 3, 2017, as amended by the Articles of Amendment dated December 16, 2019 and further amended by the Articles of Amendment dated February 2, 2023, are authorized to be altered (collectively, the “Amendments”) as follows:

(a) the authorized share capital of the Company be amended as follows:

i. change the identifying name of the Company’s currently authorized shares of common stock to Class A shares (the “Class A Shares”), having subordinate voting rights and such other rights, privileges, restrictions, and conditions set out in the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company as attached as Schedule “A” to the Information Circular (the “Certificate of Amendment”);

ii. increase the authorized share capital of the Company’s Class A Shares to 500,000,000, as shall be more particularly set forth in the Certificate of Amendment;

iii. create a new class of Class B shares (the “Class B Shares”), with a par value of $0.00001 and authorize the Company to issue a maximum number of 500,000,000 Class B Shares, having multiple voting rights and other special rights and restrictions, in each case subject to the Sunrise Conditions (defined hereinafter) in regard of such Class B Shares, as described in the Information Circular and more particularly set out in the Certificate of Amendment;

(b) create and grant a one-time right to Mike Yao Zhou pertaining to 529,142 shares of common stock of the Company held as to 571 shares owned directly and 528,571 shares of common stock held by Superchain Investment One Limited, a British Virgin Islands company wholly owned by MCNM International Holding Limited, a British Virgin Islands company wholly owned by Mike Yao Zhou, which right shall entitle Mike Yao Zhou to elect to convert such shares when redesignated as Class A Shares into Class B Shares on a one-for-one basis;

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1. The Company shall adopt the Certificate of Amendment and the provisions therein substantially in the form set out as Schedule "A" hereto, with such amendments as any one director or officer of the Company may approve, and all amendments to the aforesaid Certificate of Amendment, as amended, reflected therein are approved.

(f) to approve an application by the Company to list its shares of common stock or its Class A Shares, as the case may be, for trading on the NYSE American Stock Exchange, or alternatively, the NASDAQ Stock Market, and the authorization of the Board of Directors of the Company to take all such actions and execute all such documents as may be necessary or desirable in connection with the listing of its shares of common stock or its Class A Shares, as the case may be, on the NYSE American Stock Exchange, or alternatively, the NASDAQ Stock Market; and

(g) to transact such other business as may properly come before the Meeting or any adjournments thereof.

The accompanying information circular (the "Information Circular") provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Information Circular before voting.

Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment thereof. Accompanying this Notice is a (i) form of proxy or voting instruction form, and (ii) request for financial statements form.

The consolidated audited financial statements for the year ended December 31, 2024, the report of the auditor and the related management discussion and analysis will be made available at the Meeting and are available on www.sedarplus.ca.

Voting at the meeting shall be conducted in person and by proxy. In order to streamline the Meeting process, the Company encourages Shareholders to vote in advance of the Meeting using the form of proxy or voting instruction form provided with the Information Circular and submit votes no later than December 4, 2025, at 10:00 a.m. (Pacific Time), the cut-off time for the deposit of proxies prior to the Meeting, or such earlier time as may be directed in the form.

DATED at Vancouver, British Columbia, this 29th day of October, 2025.

BY ORDER OF THE BOARD OF DIRECTORS:

DIRECT COMMUNICATION SOLUTIONS, INC.

Signed: "William Espley"

William Espley

Chief Executive Officer